Golden Elephant Glass Technology, Inc.: Exhibit 10.3 - Prepared by TNT
Filings Inc.




  




EXHIBIT 10.3 

MAKE GOOD ESCROW AGREEMENT 


This Make Good Escrow
Agreement (the "Make Good
Agreement"), dated effective as of July 24, 2008, is entered into by and
among Golden Elephant Glass Technology, Inc. (formerly called Nevstar
Corporation), a Nevada corporation (the "Company"), the Investors (as
defined below), Win-Win Global Investments Inc. (the "Make Good Pledgor"),
Roth Capital Partners, LLC as Investor agent ("Investor Agent") and
Securities Transfer Corporation, as escrow agent ("Escrow Agent"). 



WHEREAS, each of the investors in the
private offering of securities of the Company (the "Investors") has
entered into a Securities Purchase Agreement, dated the date of this Agreement
(the "Securities Purchase Agreement"), evidencing their participation in
the Company's private offering (the "Offering") of securities. As an
inducement to the Investors to participate in the Offering and as set forth in
the Securities Purchase Agreement, the Make Good Pledgor has agreed to place
certain shares of the Company’s common stock, par value $0.01 per share (the
"Common Stock") owned by
them into escrow for the benefit of the Investors in the event the Company fails
to satisfy certain financial thresholds. 


WHEREAS, pursuant to the requirements of
the Stock Purchase Agreement, the Company and Make Good Pledgor have agreed to
establish an escrow on the terms and conditions set forth in this Make Good
Agreement; 


WHEREAS, the Escrow Agent has agreed to
act as escrow agent pursuant to the terms and conditions of this Make Good
Agreement; and 


WHEREAS, all capitalized terms used but
not defined herein which are defined in the Securities Purchase Agreement shall
have the respective meanings given to such terms in the Securities Purchase
Agreement; 


NOW, THEREFORE, in consideration of the mutual promises of the
parties and the terms and conditions hereof, the parties hereby agree as
follows: 


1.

Appointment of
Escrow Agent. The Make Good Pledgor and the Company hereby appoint Escrow
Agent to act as Escrow Agent in accordance with the terms and conditions set
forth in this Make Good Agreement, and Escrow Agent hereby accepts such
appointment and agrees to act as Escrow Agent in accordance with such terms and
conditions. 


2.


Establishment of Escrow. Within
three Trading Days following the Closing, the Make Good Pledgor shall deliver,
or cause to be delivered, to the Escrow Agent certificates evidencing an
aggregate of 1,669,398 shares of the Company’s Common Stock (the 
"Escrow Shares"), along with stock powers executed in blank (or such other
signed instrument of transfer acceptable to the Company’s Transfer Agent). As
used in this Make Good Agreement, "Transfer Agent" means Securities
Transfer Corporation, or such other entity hereafter retained by the Company as
its stock transfer agent as specified in a writing from the Company to the
Escrow Agent. The Make Good Pledgor understand and agree that the Investors’
right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good
Shares (as defined below) pursuant to Section 4.11 of the Securities Purchase
Agreement and this Make Good Agreement shall continue to run to the benefit of
each Investor even if such Investor shall have transferred or sold all or any
portion of the Shares it acquired under the Securities Purchase Agreement, and
that each Investor shall have the right to assign its rights to receive all or
any such 2008 Make Good Shares and 2009 Make Good Shares to other Persons in
conjunction with negotiated sales or transfers of any of its Shares. The Make
Good Pledgor hereby irrevocably agrees that, other than in accordance with
Section 4.11 of the Securities Purchase Agreement and this Make Good Agreement,
the Make Good Pledgor will not offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase or otherwise transfer or dispose of,
directly or indirectly, or announce the offering of any of the Escrow Shares
(including any securities convertible into, or exchangeable for, or representing
the rights to receive Escrow Shares). In furtherance thereof, the Company will
(x) place a stop order on all Escrow Shares which shall expire on the date the
Escrow Shares are delivered to the Investors or returned to the Make Good
Pledgor, (y) notify the Transfer Agent in writing of the stop order and the
restrictions on such Escrow Shares under this Make Good Agreement and direct the
Transfer Agent not to process any attempts by any Make Good Pledgor to resell or
transfer any Escrow Shares before the date the Escrow Shares that should be
delivered to the Investors are delivered to the Investors or returned to the
Make Good Pledgor, or otherwise in violation of Section 4.11 of the Securities
Purchase Agreement and this Make Good Agreement. The Company shall notify the
Investors as soon as the 2008 Make Good Shares and 2009 Make Good Shares have
been deposited with the Escrow Agent. 

1 




3.


Representations of Make Good Pledgor.
The Make Good Pledgor (as to itself and its Escrowed Shares) hereby represents
and warrants to the Investors as follows: 

(i) All of the Escrow
Shares are validly issued, fully paid and nonassessable shares of the Company,
and free and clear of all Liens. Upon any transfer of Escrow Shares to Investors
hereunder, Investors will receive full right, title and authority to such shares
as holders of Common Stock of the Company free and clear of all liens other than
those imposed by US Federal Securities laws. 

(ii)
Performance of this Make Good Agreement and compliance with the provisions
hereof will not violate any provision of any applicable law and will not
conflict with or result in any breach of any of the terms, conditions or
provisions of, or constitute a default under, or result in the creation or
imposition of any Lien upon any of the properties or assets of Make Good Pledgor
pursuant to the terms of any indenture, mortgage, deed of trust or other
agreement or instrument binding upon Make Good Pledgor or such properties or
assets, other than such breaches, defaults or Liens which would not have a
material adverse effect taken as a whole. 

(iii) The Make
Good Pledgor has carefully considered and understands its obligations and rights
under Section 4.11 of the Securities Purchase Agreement and this Make Good
Agreement, and in furtherance thereof (x) has consulted with its legal and other
advisors with respect thereto and (y) hereby forever waives and agrees that it
may not assert any equitable defenses in any Proceeding involving the Escrow
Shares. 

2 




4.        



Disbursement of Escrow Shares. 

a.        
In the event that the After Tax Net Income (as defined below) reported in the
Annual Report of the Company for the fiscal year ending December 31, 2008, as
filed with the Commission on Form 10-K (or such other form appropriate for such
purpose as promulgated by the Commission) (the 
"2008 Annual Report") is less than
$10,000,000 (the "2008 Guaranteed ATNI"), the Escrow Agent (on behalf of
the Make Good Pledgor) will, without any further action on the part of the
Investors, transfer all of the 2008 Make Good Shares to the Investors on a pro
rata basis (determined by dividing each Investor’s Investment Amount by the
aggregate of all Investment Amounts delivered to the Company by the Investors
under the Securities Purchase Agreement) as specified in Exhibit A to
this Agreement for no consideration other than payment of their respective
Investment Amount paid to the Company at Closing. The "2008 Make Good Shares"
means 834,699 shares of Common Stock (as equitably adjusted for any stock
splits, stock combinations, stock dividends or similar transactions) required to
be deposited with the Escrow Agent in respect of the 2008 Guaranteed ATNI
pursuant to the terms of this Make Good Agreement. In the event that the After
Tax Net Income as reported in the in the Annual Report of the Company for the
fiscal year ending December 31, 2009, as filed with the Commission on Form 10-K
(or such other form appropriate for such purpose as promulgated by the
Commission) (the "2009 Annual Report"), is less than $14,000,000 (the 
"2009 Guaranteed ATNI"), the Escrow Agent (on behalf of the Make Good
Pledgor) will transfer all of the 2009 Make Good Shares to the Investors,
without any further action on the part of the Investors, on a pro rata basis
(determined by dividing each Investor’s Investment Amount by the aggregate of
all Investment Amounts delivered to the Company by the Investors under the
Securities Purchase Agreement) as specified in Exhibit A to this
Agreement for no consideration other than payment of their respective Investment
Amount paid to the Company at Closing. The 
"2009 Make Good Shares" means the 834,699 shares of Common
Stock (as equitably adjusted for any stock splits, stock combinations, stock
dividends or similar transactions) required to be deposited with the Escrow
Agent in respect of the 2009 Guaranteed ATNI pursuant to the terms of this Make
Good Agreement. For purposes hereof, "After Tax Net Income" shall mean the
Company’s operating income after taxes for the fiscal year ending December 31,
2008 or December 31, 2009 (as relevant) in each case determined in accordance
with GAAP as reported in the 2008 Annual Report or 2009 Annual Report (as
relevant). Notwithstanding the foregoing or anything else to the contrary
herein, for purposes of determining whether or not the 2008 Guaranteed ATNI and
2009 Guaranteed ATNI have been met, (i) any liquidated damages under the
Transaction Documents, if any, and any expenses incurred as a result of the
Company's fulfillment of its obligations under Sections 4.14 and 4.16 of the
Securities Purchase Agreement shall be excluded (i.e., costs for hiring the
investor relations firm, Qualified CFO and independent directors; and (ii) the
release of any 2008 Make Good Shares or 2009 Make Good Shares to the Make Good
Pledgor as a result of the operation of this Section 4 shall not be deemed to be
an expense, charge, or any other deduction from revenues even though GAAP may
require contrary treatment or the Annual Report for the respective fiscal years
filed with the Commission by the Company may report otherwise. Other than as set
forth in this Section 4(a), no other exclusions shall be made for any
non-recurring expenses of the Company in determining whether any of the 2008
Guaranteed ATNI or 2009 Guaranteed ATNI have been achieved. 

3




If prior to the second anniversary of the
filing of either of the 2008 Annual Report or the 2009 Annual Report (as
applicable), the Company or their auditors report or recognize that the
financial statements contained in such report are subject to amendment or
restatement such that the Company would recognize or report adjusted After Tax
Net Income of less than either of the 2008 Guaranteed ATNI or the 2009
Guaranteed ATNI (as applicable), then notwithstanding any prior return of 2008
Make Good Shares or 2009 Make Good Shares to the Make Good Pledgor, the Make
Good Pledgor will, within 10 Business Days following the earlier of the filing
of such amendment or restatement or recognition, deliver the relevant 2008 Make
Good Shares or 2009 Make Good Shares to the Investors. 

In the event that the After Tax Net Income
reported in the 2008 Annual Report is equal to or greater than the 2008
Guaranteed ATNI, no transfer of the 2008 Make Good Shares shall be required by
the Make Good Pledgor to the Investors under this Section and such 2008 Make
Good Shares shall be returned to the Make Good Pledgor in accordance with this
Make Good Agreement. In the event that the After Tax Net Income reported in the
2009 Annual Report is equal to or greater than the 2009 Guaranteed ATNI, no
transfer of the 2009 Make Good Shares shall be required by the Make Good Pledgor
to the Investors under this Section and such 2009 Make Good Shares shall be
returned to the Make Good Pledgor in accordance with the Make Good Agreement,
subject to return as provided in the immediately preceding sentence. 

Any transfer of the 2008 Make Good Shares and
the 2009 Make Good Shares under this Section shall be made to the Investors or
the Make Good Pledgor, as applicable, within 10 Business Days after the date
which the 2008 Annual Report or 2009 Annual Report, as applicable, is filed with
the Commission and otherwise in accordance with this Make Good Agreement subject
to return as provided in the immediately preceding paragraph and, in the event
that any of the 2008 Make Good Shares or 2009 Make Good Shares are required to
be distributed to the Investors in accordance with the terms of this Agreement,
the Escrow Agent will deliver such shares to the Investors in accordance with 
Exhibit A. The Investor Agent will deliver to the Escrow Agent (with a copy
to the Company) a copy of the 2008 Annual Report and 2009 Annual Report,
together with the calculation of whether the 2008 Guaranteed ATNI or 2009
Guaranteed ATNI (as applicable) has been achieved. Escrow Agent need only rely
on such letters from Investor Agent and will disregard any contrary or further
calculations or instructions in such regard delivered by or on behalf of the
Company. 

b.        
Pursuant to Section 4(a), if the Investor Agent delivers a notice to the Escrow
Agent that the Escrow Shares are to be transferred to the Investors, then the
Escrow Agent shall immediately forward either the 2008 Make Good Shares or 2009
Make Good Shares, as the case may be, to the Company’s Transfer Agent for
reissuance to the Investors in an amount to each Investor as set forth on 
Exhibit A attached hereto and otherwise in accordance with this Make Good
Agreement. The Company covenants and agrees that upon any transfer of 2008 Make
Good Shares or 2009 Make Good Shares to the Investors in accordance with this
Make Good Agreement, the Company shall promptly instruct its Transfer Agent to
reissue such 2008 Make Good Shares or 2009 Make Good Shares in the applicable
Investor’s name and deliver the same, or cause the same to be delivered as
directed by such Investor in an amount to each Investor as set forth on 
Exhibit A attached hereto. If the Company does not promptly provide such
instructions to the Transfer Agent of the Company, then the Investor Agent is
hereby irrevocably authorized and directed by the Company to give such
re-issuance instruction to the Transfer Agent of the Company. If a notice from
the Investor Agent pursuant to Section 4(a) indicates that the Escrow Shares are
to be returned to the Make Good Pledgor, then the Escrow Agent will promptly
deliver either the 2008 Make Good Shares or 2009 Make Good Shares, as the case
may be, to the Make Good Pledgor in accordance to instructions provided by the
Make Good Pledgor at such time. 

4




c.        
The Company and Make Good Pledgor covenant and agree to provide the Escrow Agent
with certified tax identification numbers by furnishing appropriate forms W-9 or
W-8 and such other forms and documents that the Escrow Agent may request,
including appropriate W-9 or W-8 forms for each Investor. The Company, Make Good
Pledgor and the Investors understand that if such tax reporting documentation is
not provided and certified to the Escrow Agent, the Escrow Agent may be required
by the Internal Revenue Code of 1986, as amended, and the Regulations
promulgated thereunder, to withhold a portion of any interest or other income
earned on the investment of the Escrow Property. 


5.         

Notice of
Filings. The Company agrees to promptly provide the Investor Agent written
notice of the filing with the Commission of any financial statements or reports
referenced herein. 


6.         

Escrow Shares.
If any Escrow Shares are deliverable to the Investors in accordance with this
Make Good Agreement, (i) Make Good Pledgor covenants and agrees to execute all
such instruments of transfer (including stock powers and assignment documents)
as are customarily executed to evidence and consummate the transfer of the
Escrow Shares from Make Good Pledgor to the Investors, to the extent not done so
in accordance with Section 2, and (ii) following its receipt of the documents
referenced in Section 6(i), the Company and Escrow Agent covenant and agree to
cooperate with the Transfer Agent so that the Transfer Agent may promptly
reissue such Escrow Shares in the applicable Investor’s name and delivers the
same as provided herein or otherwise directed in writing by the Applicable
Investors. Until such time as (if at all) the Escrow Shares are required to be
delivered pursuant to the Securities Purchase Agreement and in accordance with
this Make Good Agreement, (i) any dividends payable in respect of the Escrow
Shares and all voting rights applicable to the Escrow Shares shall be retained
by Make Good Pledgor and (ii) should the Escrow Agent receive dividends or
voting materials, such items shall not be held by the Escrow Agent, but shall be
passed immediately on to the Make Good Pledgor and shall not be invested or held
for any time longer than is needed to effectively re-route such items to the
Make Good Pledgor. In the event that the Escrow Agent receives a communication
requiring the conversion of the Escrow Shares to cash or the exchange of the
Escrow Shares for that of an acquiring company, the
Escrow Agent shall solicit and follow the written instructions of the Make Good
Pledgor; provided, that the cash or exchanged shares are instructed to be
redeposited into the Escrow Account. Make Good Pledgor shall be responsible for
all taxes resulting from any such conversion or exchange. 


5




Assuming the Make Good Pledgor provides good
and valid title to the Escrow Shares to be transferred and delivered on behalf
of the Make Good Pledgor to the Investors hereunder, free and clear of all
liens, encumbrances, equities or claims, the Escrow Agent will ensure that upon
delivery of the Escrow Shares, good and valid title to the Escrow Shares, free
and clear of all liens, encumbrances, equities or claims will pass to the
Investors. The Escrow Agent shall not take any action which could impair
Investors’ rights in the Escrow Shares. The Escrow Agent shall not sell,
transfer, assign or otherwise dispose of (by operation of law or otherwise) or
grant any option with respect to any Escrow Shares prior to the termination of
this Agreement. 

7.


Interpleader. Should any controversy arise among the
parties hereto with respect to this Make Good Agreement or with respect to the
right to receive the Escrow Shares, Escrow Agent and/or the Investor Agent shall
have the right to consult and hire counsel and/or to institute an appropriate
interpleader action to determine the rights of the parties. Escrow Agent and/or
the Investor Agent are also each hereby authorized to institute an appropriate
interpleader action upon receipt of a written letter of direction executed by
the parties so directing either Escrow Agent or the Investor Agent. If Escrow
Agent or the Investor Agent is directed to institute an appropriate interpleader
action, it shall institute such action not prior to thirty (30) days after
receipt of such letter of direction and not later than sixty (60) days after
such date. Any interpleader action instituted in accordance with this Section 7
shall be filed in any court of competent jurisdiction in the State of New York,
and the Escrow Shares in dispute shall be deposited with the court and in such
event Escrow Agent and the Investor Agent shall be relieved of and discharged
from any and all obligations and liabilities under and pursuant to this Make
Good Agreement with respect to the Escrow Shares and any other obligations
hereunder. 

8.


Exculpation and Indemnification of
Escrow Agent and the Investor Agent. 


a.        
Escrow Agent is not a party to, and is not bound by or charged with notice
of any agreement out of which this escrow may arise. Escrow Agent acts under
this Make Good Agreement as a depositary only and is not responsible or liable
in any manner whatsoever for the sufficiency, correctness, genuineness or
validity of the subject matter of the escrow, or any part thereof, or for the
form or execution of any notice given by any other party hereunder, or for the
identity or authority of any person executing any such notice. Escrow Agent will
have no duties or responsibilities other than those expressly set forth herein.
Escrow Agent will be under no liability to anyone by reason of any failure on
the part of any party hereto (other than Escrow Agent) or any maker, endorser or
other signatory of any document to perform such person's or entity's obligations
hereunder or under any such document. Except for this Make Good Agreement and
instructions to Escrow Agent pursuant to the terms of this Make Good Agreement,
Escrow Agent will not be obligated to recognize any agreement between or among
any or all of the persons or entities referred to herein, notwithstanding its
knowledge thereof. The Investor Agent’s sole obligation under this Make Good
Agreement is to provide written instruction to Escrow Agent (following such time
as the Company files certain periodic financial reports as specified in Section
4 hereof) directing the distribution of the Escrow Shares. The Investor Agent
will provide such written instructions upon review of the relevant After Tax Net
Income amount reported in such periodic financial reports as specified in
Section 4 hereof. The Investor Agent is not charged with any obligation to
conduct any investigation into the financial reports or make any other
investigation related thereto. In the event of any actual or alleged mistake or
fraud of the Company, its auditors or any other person in connection with such
financial reports of the Company, the Investor Agent shall have no obligation or
liability to any party hereunder. 

6




b.        
Escrow Agent will not be liable for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, absent gross negligence or willful
misconduct. Escrow Agent may rely conclusively on, and will be protected in
acting upon, any order, notice, demand, certificate, or opinion or advice of
counsel (including counsel chosen by Escrow Agent), statement, instrument,
report or other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth and
acceptability of any information therein contained) which is reasonably believed
by Escrow Agent to be genuine and to be signed or presented by the proper person
or persons. The duties and responsibilities of the Escrow Agent hereunder shall
be determined solely by the express provisions of this Make Good Agreement and
no other or further duties or responsibilities shall be implied, including, but
not limited to, any obligation under or imposed by any laws of the State of New
York upon fiduciaries. THE ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR
INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING OUT OF THE SERVICES
PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN
FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE ESCROW AGENT’S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST
PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. 

c.        
The Company and each Make Good Pledgor each hereby, jointly and severally,
indemnify and hold harmless each of Escrow Agent, the Investor Agent and any of
their principals, partners, agents, employees and affiliates from and
against any expenses, including reasonable attorneys' fees and disbursements,
damages or losses suffered by Escrow Agent or the Investor Agent in connection
with any claim or demand, which, in any way, directly or indirectly, arises out
of or relates to this Make Good Agreement or the services of Escrow Agent or the
Investor Agent hereunder; except, that if Escrow Agent or the Investor Agent is
guilty of willful misconduct or gross negligence under this Make Good Agreement,
then Escrow Agent or the Investor Agent, as the case may be, will bear all
losses, damages and expenses arising as a result of its own willful misconduct
or gross negligence. Promptly after the receipt by Escrow Agent or the Investor
Agent of notice of any such demand or claim or the commencement of any action,
suit or proceeding relating to such demand or claim, Escrow Agent or the
Investor Agent, as the case may be, will notify the other parties hereto in
writing. For the purposes hereof, the terms "expense" and "loss" will include
all amounts paid or payable to satisfy any such claim or demand, or in
settlement of any such claim, demand, action, suit or proceeding settled with
the express written consent of the parties hereto, and all costs and expenses,
including, but not limited to, reasonable attorneys' fees and disbursements,
paid or incurred in investigating or defending against any such claim, demand,
action, suit or proceeding. The provisions of this Section 8 shall survive the
termination of this Make Good Agreement, and the resignation or removal of the
Escrow Agent. 


7




9.


Compensation of Escrow Agent. Escrow Agent shall be
entitled to compensation for its services as stated in the fee schedule attached
hereto as Exhibit B, which compensation shall be paid by the Company. The
fee agreed upon for the services rendered hereunder is intended as full
compensation for Escrow Agent's services as contemplated by this Make Good
Agreement; provided, however, that in the event that Escrow Agent
renders any material service not contemplated in this Make Good Agreement, or
there is any assignment of interest in the subject matter of this Make Good
Agreement, or any material modification hereof, or if any material controversy
arises hereunder, or Escrow Agent is made a party to any litigation pertaining
to this Make Good Agreement, or the subject matter hereof, then Escrow Agent
shall be reasonably compensated by the Company for such extraordinary services
and reimbursed for all costs and expenses, including reasonable attorney's fees,
occasioned by any delay, controversy, litigation or event, and the same shall be
recoverable from the Company. Prior to incurring any costs and/or expenses in
connection with the foregoing sentence, Escrow Agent shall be required to
provide written notice to the Company of such costs and/or expenses and the
relevancy thereof and Escrow Agent shall not be permitted to incur any such
costs and/or expenses which are not related to litigation prior to receiving
written approval from the Company, which approval shall not be unreasonably
withheld. 

10.


Resignation of Escrow Agent. At any
time, upon ten (10) Business Days' written notice to the Company and the
Investors, Escrow Agent may resign and be discharged from its duties as Escrow
Agent hereunder. As soon as practicable after its resignation, Escrow Agent will
promptly turn over to a successor escrow agent appointed by the Company the
Escrow Shares held hereunder upon presentation of a document appointing the new
escrow agent and evidencing its acceptance thereof. If, by the end of the
10-Business Day period following the giving of notice of resignation by Escrow
Agent, the Company shall have failed to appoint a successor escrow agent, Escrow
Agent shall deposit the Escrow Shares as directed by the Investor Agent with the
understanding that such Escrow Shares will continue to be subject to the
provisions of this Make Good Agreement. 

11.


Records. Escrow Agent shall
maintain accurate records of all transactions hereunder. Promptly after the
termination of this Make Good Agreement or as may reasonably be requested by the
parties hereto from time to time before such termination, Escrow Agent shall
provide the parties hereto, as the case may be, with a complete copy of such
records, certified by Escrow Agent to be a complete and accurate account of all
such transactions. The authorized representatives of each of the parties hereto
shall have access to such books and records at all reasonable times during
normal business hours upon reasonable notice to Escrow Agent and at the
requesting party’s expense. 

8




12.


Notice. All notices, communications and instructions
required or desired to be given under this Make Good Agreement must be in
writing and shall be deemed to be duly given if sent by registered or certified
mail, return receipt requested, or overnight courier, to the addresses listed on
the signature pages hereto. 

13.


Execution in Counterparts. This
Make Good Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. 

14.


Assignment and Modification. This
Make Good Agreement and the rights and obligations hereunder of the Company may
be assigned by the Company only following the prior written consent of the
Investor Agent. This Make Good Agreement and the rights and obligations
hereunder of the Escrow Agent may be assigned by the Escrow Agent only with the
prior consent of the Company and the Investor Agent. This Make Good Agreement
and the rights and obligations hereunder of the Make Good Pledgor may not be
assigned by any Make Good Pledgor. Subject to the requirements under federal and
state securities laws, an Investor may assign its rights under this Make Good
Agreement without any consent from any other party. This Make Good Agreement may
not be changed orally or modified, amended or supplemented without an express
written agreement executed by the Escrow Agent, the Company, the Make Good
Pledgor and the Investor Agent (upon consent of the Investors holding a majority
of the Shares issued as Closing under the Securities Purchase Agreement. This
Make Good Agreement is binding upon and intended to be for the sole benefit of
the parties hereto and their respective successors, heirs and permitted assigns,
and none of the provisions of this Make Good Agreement are intended to be, nor
shall they be construed to be, for the benefit of any third person. No portion
of the Escrow Shares shall be subject to interference or control by any creditor
of any party hereto, or be subject to being taken or reached by any legal or
equitable process in satisfaction of any debt or other liability of any such
party hereto prior to the disbursement thereof to such party hereto in
accordance with the provisions of this Make Good Agreement. 

15.


Applicable Law. This Make Good
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York. The representations and warranties contained in
this Make Good Agreement shall survive the execution and delivery hereof and any
investigations made by any party. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Make Good Agreement shall be commenced exclusively in the
state and federal courts sitting in the City of New York, Borough of Manhattan
(the "New York Courts").
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of
the New York Courts for the adjudication of any dispute hereunder or in
connection herewith, and hereby irrevocably waives, and agrees not to assert in
any such proceeding, any claim that it is not personally subject to the
jurisdiction of any such New York Court, or that such proceeding has been
commenced in an improper or inconvenient forum. Each party hereto hereby
irrevocably waives personal service of process and consents to process being
served in any such proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Make Good Agreement and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. 

9




16.        



Headings. The headings contained in this Make Good
Agreement are for convenience of reference only and shall not affect the
construction of this Make Good Agreement. 

17.        



Attorneys' Fees. If any action at
law or in equity, including an action for declaratory relief, is brought to
enforce or interpret the provisions of this Make Good Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees from the other
party (unless such other party is the Escrow Agent), which fees may be set by
the court in the trial of such action or may be enforced in a separate action
brought for that purpose, and which fees shall be in addition to any other
relief that may be awarded. 

18.        



Merger or Consolidation. Any
corporation or association into which the Escrow Agent may be converted or
merged, or with which it may be consolidated, or to which it may sell or
transfer all or substantially all of its corporate trust business and assets as
a whole or substantially as a whole, or any corporation or association resulting
from any such conversion, sale, merger, consolidation or transfer to which the
Escrow Agent is a party, shall be and become the successor escrow agent under
this Make Good Agreement and shall have and succeed to the rights, powers,
duties, immunities and privileges as its predecessor, without the execution or
filing of any instrument or paper or the performance of any further act. 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



 


10




IN WITNESS WHEREOF,
the parties have duly executed this Make Good Agreement as of the date set forth
opposite their respective names. 



  	COMPANY:
	 
	GOLDEN ELEPHANT GLASS
      TECHNOLOGY, INC.
	 
	By: 
      ______________________________________
	
      Name:

	
      Title:

	 
	Address:
	 
	 
	Facsimile:
	Attn.:
	 
	MAKE GOOD PLEDGOR:
	 
	WIN-WIN GLOBAL INVESTMENTS
      INC.
	 
	
      ______________________________________
	Name:
	 
	Address:
	 
	 
	Facsimile:
	Attn.:





[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



 


11





  	ESCROW AGENT:
	Securities Transfer
      Corporation, as Escrow Agent
	 
	By: 
      ______________________________________
	
      Name:

	
      Title:

	 
	Address: 2591 Dallas Parkway,
      Suite 102, Frisco, TX 75034
	 
	Facsimile:
	Attn.: Kevin B. Halter, Jr.
	 
	 
	INVESTOR AGENT
	Roth Capital Partners, LLC,
      as Investor Agent
	 
	By: 
      ______________________________________
	
      Name: Gordon J. Roth

	
      Title: Chief Financial Officer

	 
	Address:
	 
	Facsimile:
	Attn.:
	 
	 
	INVESTORS:
	 
	By: 
      ______________________________________
	
      Name:

	
      Title:

	 
	Address:
	 
	Facsimile:
	Attn.:





12